Resident director and registered address for a Swiss company
Two questions come up as soon as a foreign entrepreneur wants a Swiss company: who will be the person in Switzerland, and what address will the company use? Swiss law has precise rules on both. This guide explains the resident representative requirement, the difference between an own address and a c/o domiciliation, and what happens if a company can no longer be reached.
The rule: a person domiciled in Switzerland
A Swiss SA (company limited by shares) must be able to be represented by a person domiciled in Switzerland. That person must be a member of the board of directors or a director, and must have access to the share register (art. 718 para. 4 of the Swiss Code of Obligations). The same rule applies to a Sàrl (GmbH): at least one managing officer or director domiciled in Switzerland must be able to represent it (art. 814 para. 3 CO).
The Federal Commercial Registry Office explains the requirement in its practice note 2015/1. Three points matter in practice:
- Domicile, not nationality: the person can be of any nationality, as long as he or she lives in Switzerland.
- Shareholders can live abroad: the rule concerns who represents the company, not who owns it.
- Real powers: the person must be able to represent the company and must have access to the share register.
Who can act as the resident representative?
There are three usual options:
- A founder or partner who lives in Switzerland and sits on the board or acts as managing officer.
- An employee domiciled in Switzerland, appointed as director with signing powers.
- A professional resident director, often provided by a fiduciary, who takes a mandate on the board.
A professional mandate is not just lending a name to the commercial register. The person becomes an officer of the company with real duties and personal liability. Expect a written mandate agreement, a clear description of what the director will and will not sign, regular information on the company's affairs and an annual fee. Serious providers will also want to understand the business and the source of funds before accepting.
The company's address: own premises or c/o
Every company registered in Switzerland has a registered seat, which is a municipality, and must have a legal address there where it can be reached (art. 117 para. 1 and 2 of the Commercial Register Ordinance, CRO). There are two ways to meet this rule, as the Federal Office of Justice explains in its practice note 2015/2:
- Own address: the company has its own premises (office, shared desk with its own lease).
- c/o address: the company has no premises of its own and uses the address of a domiciliation provider. In that case the commercial register shows who guarantees the c/o address (art. 117 para. 3 CRO).
A domiciliation agreement usually covers receiving mail, forwarding or scanning it, and sometimes a meeting room. It does not replace a real office if the business needs staff on site, and it does not by itself create a place of business for tax purposes in another country.
What happens if the company cannot be reached
The address is not a formality. If mail comes back or a third party reports that the company is no longer at its address, the commercial register asks the company to restore a valid address. If nothing happens within the time limit, the company can be declared dissolved by the registry (art. 153a and 153b CRO). Courts have confirmed such dissolutions where letters were returned marked "addressee unknown".
So when you buy a company, check that its registered address is still valid, and plan the change of address in the same step as the change of directors.
Buying an existing company: what changes
If you take over a shelf company or a dormant company, you will usually replace the board and often the address. The usual sequence is:
- sign the share or quota transfer agreement;
- appoint the new directors, at least one of them domiciled in Switzerland;
- sign a domiciliation agreement or a lease if the address changes;
- file the changes with the commercial register.
Our guide to buying a Swiss shelf company covers the legal limits and checks in detail, and the guide to the legal framework explains art. 684a and 787a CO.
Checklist before you choose a provider
- Is the director domiciled in Switzerland, and will he or she have individual signing powers?
- What exactly is covered by the fee: board meetings, signatures, bank contacts, annual accounts?
- How is mail handled, and how fast is it forwarded?
- How can the mandate be ended, and with what notice?
- Does the provider also offer accounting and tax returns, or will you need a separate fiduciary?
Find a resident director or a domiciliation in one request
On DealPME you describe what you need once: resident director, c/o address, accounting, or all three. The request goes to up to three Swiss providers that match it, and they contact you directly.
This guide is general information and does not replace legal or tax advice.